Ahren Acquisition Corp. (Form: 8-K, Received: 04/07/2022 17:29:24)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 7, 2022 (April 7, 2022)

Ahren Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41162		98-1594455
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Boundary Hall, Cricket Square

Grand Cayman, KY1-1102

Cayman Islands

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 480-0033

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	AHRNU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 par value	AHRN	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	AHRNW	The Nasdaq Stock Market LLC

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2022, the board of directors (the “Board”) of Ahren Acquisition Corp. (the “Company”) appointed Jonathan Roney, FCA, to the Board. Mr. Roney was appointed to serve as a Class I director with a term expiring at the Company’s first annual general meeting of shareholders. Mr. Roney’s term begins on April 8, 2022. The Board determined that Mr. Roney is an “independent director” as defined in the applicable rules of The Nasdaq Stock Market LLC.

Mr. Roney, 48, is a fund director at Paradigm Governance Partners Limited, a Cayman Islands based provider of governance and fiduciary services to the investment funds industry (“Paradigm”). At Paradigm, Mr. Roney acts as a professional independent director where he sits on the boards of hedge funds, private equity funds, and investment management companies. He has acted as a director to Cayman Islands companies for more than 10 years and has more than 20 years of experience in the financial services industry. Mr. Roney sits on a broad range of open and closed ended funds employing strategies such as equity, credit, quantitative, systematic, fund of funds, special situations, private equity, real estate and loan origination. He has extensive experience and knowledge of hedge fund governance, operations, fund administration and regulatory risk management. Prior to joining Paradigm in December 2020, Mr. Roney spent 8 years at Intertrust Corporate Services (Cayman) Ltd (“Intertrust”) within the Fund Services Governance Team where he both led the team and acted as a professional independent director. Before Intertrust, Mr. Roney spent four years as the head of the Structured Finance and Liquidations teams at Citco Trustees Cayman having previously run the shadow NAV Accounting Team at KBC AIM, a UK based investment manager. His earlier roles included heading the Client Accounting and Liquidations team at Maples Finance, a Cayman based fiduciary business and at Deutsche Bank, London within their convertible bonds business. Mr. Roney is a Professional Director registered pursuant to the Directors Registration and Licensing Act 2014. He is also a fellow of the Institute of Chartered Accountants in England and Wales, has a bachelor's degree in Biochemistry from Imperial College, London and is a member of the Cayman Islands Directors Association. Mr. Roney is a citizen of the United Kingdom and is a permanent resident of the Cayman Islands.

On April 7, 2022, the Company entered into a director services agreement with Paradigm and Mr. Roney pursuant to which Paradigm and Mr. Roney have consented to Mr. Roney’s service as a director of the Company (the “Director Services Agreement”). Under the Director Services Agreement, the Company will pay an annual fee of $25,000 for Mr. Roney’s services, increasing to $40,000 upon execution of a letter of intent with a target business for an initial business combination. The Company has agreed to provide contractual indemnification to Paradigm for liabilities that may arise by reason of Mr. Roney’s service as a director, and to advance expenses incurred as a result of any proceeding as to which Paradigm could be indemnified.

On April 7, 2022, the Company entered into an indemnity agreement (the “Indemnity Agreement”) with Mr. Roney, pursuant to which the Company has agreed to provide contractual indemnification, in addition to the indemnification provided in the Company’s amended and restated memorandum and articles of association, against liabilities that may arise by reason of his service on the Board, and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified, in the form previously filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-261334) for its initial public offering, initially filed with the U.S. Securities and Exchange Commission on November 24, 2021 (the “Registration Statement”).

On April 7, 2022, the Company entered into a letter agreement with Mr. Roney (the “Letter Agreement”) on substantially the same terms as the form of letter agreement previously entered into by and between the Company and each of its other directors in connection with the Company’s initial public offering.

The foregoing descriptions of the Director Services Agreement, the Indemnity Agreement and the Letter Agreement do not purport to be complete and are qualified in their entireties by reference to the Director Services Agreement, the form of indemnity agreement and the Letter Agreement, copies of which are attached as Exhibit 10.1 hereto, Exhibit 10.5 to the Registration Statement and Exhibit 10.2 hereto, respectively, and are incorporated herein by reference.

Except for the arrangement between the Company and Paradigm described above, there are no arrangements or understandings between Mr. Roney and any other persons pursuant to which Mr. Roney was selected as a director of the Company. There are no family relationships between Mr. Roney and any of the Company’s other directors or executive officers and Mr. Roney does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On April 7, 2022, the Company issued a press release announcing the appointment of Mr. Roney to the Board, a copy of which is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

EXHIBIT INDEX

Exhibit No.		Description
10.1		Director Agreement, dated April 7, 2022, by and among the Company, Paradigm and Jonathan Roney.
10.2		Letter Agreement, dated April 7, 2022, by and between the Company and Jonathan Roney.
99.1		Press Release, dated April 7, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AHREN ACQUISITION CORP.

	By:	/s/ Elliot Richmond
		Name:	Elliot Richmond
		Title:	Chief Financial Officer

Dated: April 7, 2022

Exhibit 10.1

PARADIGM GOVERNANCE PARTNERS LIMITED

EACH COMPANY LISTED IN THE SCHEDULE

EACH DIRECTOR LISTED IN THE SCHEDULE

DIRECTOR SERVICES AGREEMENT

THIS AGREEMENT is made as of April 7, 2022

AMONG:

1	Paradigm Governance Partners Limited, an ordinary company incorporated under the laws of the Cayman Islands with its registered office at One Capital Place, 3^rd Floor, 136 Shedden Road, P.O. Box 677, KY1-9006, Grand Cayman, Cayman Islands (Paradigm);

2	Each Company Listed in the Schedule (each, the Company); and

3	Each Director Listed in the Schedule (each, the Director).

WHEREAS the Company has requested that Paradigm provide certain services to the Company, which Paradigm has agreed to do on the terms and conditions of this Agreement,

IT IS AGREED AS FOLLOWS:

1	Interpretation

1.1	ln this Agreement, unless the context otherwise requires:

Applicable Data Protection Laws means all applicable civil and common law, statute, subordinate legislation, treaty, binding regulations, directive, decision by law, ordinance, code, order, decree, injunction or judgement of any regulatory or government entity or court which relates to data privacy or data protection and are in force from time to time included without limitation that General Data Protection regulation (EU) 2016/679;

Articles means the memorandum and articles of association of the Company;

Affiliate, in relation to a person, means any other person that:

(a)

is controlled, whether directly or indirectly, by the first-mentioned person;

(b)

controls, whether directly or indirectly, the first-mentioned person;

(c)

is under common control, whether directly or indirectly, with the first-mentioned person; or

(d)

is an employee, officer, member, partner, associate or director of such person;

Board means the board of directors of the Company for the time being;

Business Combination means a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination between the Company and one or more businesses;

Business Day means any day which is not a Saturday, Sunday or a day on which banking institutions are obliged by law or regulation to close in the Cayman Islands, or such other day classified as a business day according to such criteria as the parties may agree;

Director means Independent Non-Executive Director;

DPL means the Cayman Islands Data Protection Act (As Revised);

Effective Date means the date of this Agreement;

Indemnified Party shall have the meaning given in clause 8;

Material Documents shall have the meaning given in clause 6; and

Prospectus means the final prospectus, dated December 14, 2021, filed by the Company with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended.

Registration Statement means the proxy statement or registration statement / prospectus / proxy statement, and each amendment and final version thereof, filed by the Company in connection with the Company’s (i) solicitation of proxies for the vote by the Company’s shareholders in connection with a Business Combination and, if applicable (ii) offer and issuance of securities to be issued in connection with the completion of a Business Combination, or any other similar disclosure document of the Company.

1.2

ln this Agreement, unless the context otherwise requires: (a) use of the singular includes the plural and vice versa; (b) words denoting a gender include every gender; (c) references to persons include bodies corporate and unincorporated; (d) any phrase introduced by the term “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; (e) references to statutes shall be construed as references to such statutes as amended, modified, extended, consolidated re-enacted or replaced, and shall include any subordinate legislation made thereunder; and (f) references to any document or agreement or organisational document are to be construed as references to such document or agreement or organisational document as in force for the time being and as amended, varied, supplemented, substituted or novated from time to time, provided that no amendment, variation or supplement to the Articles shall be effective for the purposes of, or to amend, this Agreement unless the Board shall have approved the same.

1.3

The division of this Agreement into clauses and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The Schedule forms part of this Agreement and its terms have the same force and effect as if they were expressly set out in the body of this Agreement.

Provision of Director

2.1

Paradigm agrees to provide the services of the Director to serve as a director of the Company with effect from the Effective Date.

Director’s duties

3.1

The Director will devote as much time, attention, ability and skills as are required to perform the Director’s normal duties as a director of the Company.

3.2

The Director will perform the Director’s duties faithfully, efficiently and diligently and use all reasonable endeavours to promote the best interests and reputation of the Company. ln particular, the Director’s responsibilities will include:

(a)

reviewing relevant documentation relating to the Company including, without limitation, the Registration Statement, contracts with service providers, information provided to shareholders and financial information;

(b)

attending meetings of the Board in person or by telephone, provided that the dates of such meetings have been communicated to the Director by the Company or its corporate secretary, as applicable, with reasonable advance notice, and provided further that the Director shall be excused from attending a meeting due to illness or incapacity or in any other reasonable circumstances as communicated to the Company at or in advance of such meeting;

(c)

considering all documents contained in board packs provided with reasonable advance notice to the Director by the Company or its corporate secretary, as applicable, so as to be able to participate in full in the Board’s deliberations;

(d)

bringing independent judgment to bear on issues of strategy, policy, resources, performance and regulatory matters;

(e)

providing advice and direction on all matters affecting the Company of which the Director is or becomes aware in the course of his duties including adherence to terms set forth in the Articles and Prospectus;

(f)

planning, developing and enhancing the future strategic direction of the Company;

(g)

signing contracts, filings, resolutions, representations, and other documents on behalf of the Company upon reasonable request;

(h)

where necessary or appropriate, liaising with the Company’s shareholders, professional advisers, service providers and regulators; and

(i)

sharing responsibility with the other directors of the Company for the effective control of the Company.

3.3

For the avoidance of doubt, the Director shall not, in connection with his obligations under this Agreement, be responsible for actively managing the Company in an executive role, the commercial structuring of the business of the Company, or for the rendering of investment, commercial, accounting, legal or tax advice to the Company or any other person. Such duties shall be delegated by the Board to the executive officers of the Company and the relevant professional or service provider, subject to the overall supervision and responsibility of the Board.

3.4

ln performing his duties as a director of the Company, the Director shall not be obliged to act in any manner which, in his opinion:

(a)

may be contrary to law;

(b)

may conflict with any provision of the Articles;

(c)

would result in the risk of prosecution or other sanction of any kind in any jurisdiction or the withdrawal of, or imposition of any conditions in respect of, any licence, consent or other authorisation issued to Paradigm or the Director by any legal, governmental or regulatory authority in any applicable jurisdiction;

(d)

may be in conflict with the Director’s fiduciary duty to the Company.

Duties of Company

4.1

The Director shall have an unrestricted right of access to all of the Company’s books and records. Without limiting the generality of the foregoing, the Company shall promptly provide to Paradigm, or cause to be provided to Paradigm:

(a)

copies of all documentation relating to the Company, including the Prospectus, the Registration Statement, the Articles, contracts with service providers, governance policies, information provided to shareholders (including marketing materials, performance reports and financial information) and periodic unaudited and audited financial reports;

(b)

reasonable notice of all board meetings, all relevant agendas and supporting documents for such meetings, and minutes of such meetings;

(c)

copies of the draft annual financial statements at least two full working days prior to the board meeting to approve such financial statements;

(d)

properly certified or authenticated copies of the Articles and all amendments thereto, and of such resolutions, votes and other proceedings as may be necessary or relevant to Paradigm or the Director for the purposes of this Agreement;

(f)

drafts of the Registration Statement, and each amendment thereto, and of any other document issued by or in relation to the Company; and

(g)

any additional information that Paradigm may reasonably require for the purposes of this Agreement.

Duties of Paradigm

5.1

ln the event that the Director ceases to be available to perform his functions as a member of the Board at any time owing to illness or incapacity, Paradigm shall notify the Company as soon as reasonably practicable and shall, if so requested by the Company, use its best endeavours to supply to the Company an alternate director to perform the functions of the Director until he is able to resume his duties pursuant to this Agreement.

Representations and Warranties

6.1

The Company represents and warrants to Paradigm and the Director that, during the term of the Director’s appointment:

(a)

the Company is validly existing and has full corporate power and authority to perform its obligations under this Agreement, and this Agreement has been duly and validly authorized, executed and delivered on behalf of the Company and constitutes its binding and enforceable obligation in accordance with its terms;

(b)

the Company has not been involved in any civil, criminal, or administrative actions or proceedings during the period of five years prior to the Effective Date, except as otherwise disclosed to the Director. The Company will promptly disclose to the Director the occurrence of any event within the scope of this paragraph;

(c)

all draft and executed versions of the material documents relevant to the Company (each as may be revised or amended from time to time and collectively referred to herein as the Material Documents), whether provided to the Director or Paradigm by the Company, its sponsor or professional advisers, constitute true, complete and correct copies of the Material Documents to the best extent of the Company’s knowledge;

(d)

to the best extent of the Company’s knowledge, the Material Documents comply in all material respects with all laws applicable to the relevant Company and its service providers and agents, if any; and

(e)

to the best extent of the Company’s knowledge, none of the Prospectus, the Registration Statement, or any of the related offering materials provided to investors contains, (or, in the case of the Registration Statement and any other future documents, will contain) , any information which is misleading in any material respect, nor do such materials fail to disclose any information which is required to be disclosed in order to make such information not misleading.

6.2

Paradigm represents and warrants to the Company that, during the term of the Director’s appointment:

(a)

in acting as a director of the Company, the Director will comply with all statutory, regulatory and common law duties and obligations applicable to the Director as a director of the Company, including without limitation:

(i)

any laws affecting the Company or directors of the Company which are in force from time to time;

(ii)

the Articles; and

(iii)

any codes of conduct or corporate governance adopted by the Company from time to time.

(b)

Paradigm is validly existing and has full corporate power and authority to perform its obligations under this Agreement, and this Agreement has been duly and validly authorized, executed and delivered on behalf of Paradigm and the Director and constitutes its binding and enforceable obligation in accordance with its terms.

Legal and Professional Advice

7.1

With the consent of the Board, Paradigm and the Director may refer any contentious and material issue faced by the Board or the Company to attorneys-at-law or other professional advisers at the Company’s cost. Without prejudice to the generality of the foregoing, the Director may seek legal or other professional advice on the Director’s own behalf in the Director’s capacity as a director of the Company and may incur reasonable legal and other professional expenses on behalf of the Company. The Director shall be entitled to reimbursement by the Company of all reasonable fees and disbursements thus incurred.

7.2

The Director shall be entitled to rely on any advice so obtained if the Director reasonably believes that such professional persons are reliable and competent in the matters and advice prepared or presented and/or such matters and advice are within the person’s professional qualifications and competence.

Liability and lndemnity

8.1

The Company and the Director will, at or prior to the Effective Time, enter into an indemnification agreement in the form attached as Exhibit A hereto (the Indemnification Agreement).

8.2

Subject to clause 16, Paradigm (the lndemnified Party) shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, fines, penalties, charges, expenses, losses, damages or liabilities of whatsoever nature and howsoever arising incurred or sustained by it if the lndemnified Party did not, in connection with the matter giving rise to the particular claim, engage in gross negligence or willful default in the execution or discharge of its duties, powers, authorities or discretions, including any costs, expenses, losses or liabilities incurred by it in defending (whether successfully or otherwise) any civil proceedings concerning the Company, its business or its affairs in any court whether in the Cayman Islands or elsewhere.

8.3

The lndemnified Party shall not, in the absence of gross negligence or willful default of the lndemnified Party, be liable for any costs, charges, expenses, losses, damages or liabilities of whatsoever nature and howsoever arising, incurred or sustained by the Company at any time from any cause whatsoever arising out of any act or omission on the part of the lndemnified Party in connection with their respective duties under this Agreement.

8.4

The indemnity and exculpation provisions in this clause 8 shall be in addition to the Indemnification Agreement and the indemnity and exculpation provisions in the Articles.

8.5

The Company shall, within 10 days of any written demand, advance to the lndemnified Party the full amount of all reasonable fees, costs and expenses (including legal costs, expenses and disbursements) reasonably anticipated by the lndemnified Party to be incurred by the lndemnified Party within three months in the defence of, or otherwise in connection with, any action or proceedings arising out of or in any way connected with this Agreement or the provision of the services hereunder. In the event that such an advance is made by the Company, the lndemnified Party shall reimburse the Company for such advanced fees, costs and expenses to the extent that it is subsequently determined by a final, non-appealable order of a court of competent jurisdiction that the lndemnified Party was not entitled to indemnification under this Agreement.

8.6

The provisions of this clause 8 shall remain in full force and effect after the termination of this Agreement.

D&O Insurance

9.1

The Company shall procure that any directors and officers insurance cover it has in place shall be extended to cover the Director as soon as practicable following the date of execution of this Agreement. If the Company has no directors and officers insurance cover in place, and if Paradigm requires such cover, the Company shall procure such insurance policy on terms which are customary in the market and acceptable to the Board within 90 days of the date hereof. The Company will seek to ensure that one of those terms will be to have expenses advanced in order to defend proceedings pursuant to clause 8.5.

Fees and Expenses

10.1

ln consideration of the provision of the services of the Director under this Agreement, the Company shall pay to Paradigm the following fees:

(a)

a base fee as detailed in the Schedule (the Annual Fee), payable on the Effective Date and annually thereafter in advance on 1 January in each year;

(b)

subject to clause 10.3, additional fees charged at the Director’s hourly rate (in half hour increments) in extraordinary circumstances as detailed in the Schedule, payable upon receipt by the Company of the relevant invoice; and

(c)

any additional fees agreed for services to be undertaken by Paradigm or the Director over and above those set out in this Agreement.

10.2

In the event Paradigm terminates this agreement in accordance with clause 14.2(b) it will refund the pro-rata amount of the Annual Fee for the period between the notice period expiration date and the end of that calendar year. Paradigm will make payment to the Company within 10 Business Days of the notice period expiration date.

10.3

The base fee payable under clause 10.1(a) shall be reviewed periodically during the continuance of this Agreement. Such review shall take account of the amount of effort, expertise and time being contributed by the Director to the Company. Following such review, the base fee may be increased by Paradigm by agreement with the Company and after public disclosure.

10.4

Paradigm may charge additional fees at its hourly rate as described under clause 10.1(b) with the prior consent of the Company (such consent not to be unreasonably withheld) only if the Director is required to deal with extraordinary matters not in the ordinary course of business of the Company including matters such as (i) threatened or actual litigation, (ii) regulatory investigations or proceedings against the Company or any Affiliate, or (iii) a restructuring or winding down of the business of the Company requiring considerable time and attention (excluding any liquidation or winding down occurring if the Company fails to complete a business combination within the combination window set forth in the Prospectus).

10.5

The Company shall pay or reimburse Paradigm for the reasonable out-of-pocket expenses properly incurred by Paradigm (on the Director’s behalf) or the Director in the Director’s performance of its duties under this Agreement, including travel, hotel and other expenses incurred in attending and returning from meetings of the Board or committees of the Board or general or class meetings of the Company, provided that such reimbursements in aggregate shall not exceed $500 in any calendar year unless separately agreed by the Company.

Non-exclusivity

11.1

Neither Paradigm nor the Director shall be required to devote their full time and attention to the business of the Company and may engage in any other business and/or be concerned or interested in or act as director or manager of any other company, entity or business.

11.2

The Company acknowledges that other companies and entities to which Paradigm and the Director provide services or advice may compete either directly or indirectly with the Company. Paradigm and the Director shall not be deemed to be given notice of, or to be under any duty to disclose to, the Company, any fact or thing which may come to the notice of Paradigm, the Director or any of Paradigm’s Affiliates in the course of Paradigm, the Director or any such Affiliate providing similar services to other persons in the course of Paradigm’s business in any other capacity. Notwithstanding anything contained herein to the contrary, during the term of this Agreement, the Director may not, without the prior written consent of the Company, agree to become, or become, a member of the board of directors of another technology-focused special purpose acquisition company (such consent not to be unreasonably withheld).

Notices

12.1

Any notice or communication required or authorised by this Agreement to be given by a party must be in writing in English and sent by any of the methods set out in the first column of the following table to the recipient’s postal address, or email address that appears below that table. The notice or communication is taken to be given on the date or at the time set out in the second column.

Method for giving notices	When taken to be given
By personal delivery	On the Business Day following day of delivery
By overnight courier service	On the third Business Day following the date of sending
By email sent to the recipient’s email address	On the Business Day following the day on which the recipient receives the email in readable form

12.2

For the purposes of this Section the respective relevant addresses and numbers are set out in the Schedule.

Confidentiality

13.1

Paradigm and the Director shall be entitled to store all documents, materials and other information relating to the business, financial position or interests of the Company within or outside the Cayman Islands.

13.2

No party shall at any time disclose to any person, and each party shall treat as confidential, any information relating to the business, financial position or interests of the parties which it may have obtained in connection with this Agreement, provided however that the provisions of this clause shall not apply:

(a)

to the disclosure of any information already known to the recipient;

(b)

to the disclosure of any such information which is or becomes public knowledge otherwise than as a result of the unauthorized or improper conduct of the recipient;

(c)

to any extent that disclosure is required by any law or order of any court or pursuant to any direction, request or requirement (whether or not having the force of law) of any central bank, government, suspicious transaction reporting body or other regulatory or taxation authority (including, without limitation, the Cayman Islands Monetary Authority and the Cayman Islands Financial Reporting Authority);

(d)

to the disclosure of any information to professional advisors who receive that disclosure under a duty of confidentiality; or

(e)

to the disclosure of any information with the consent of the parties to this Agreement.

13.3

The provisions of this clause 13 shall remain in full force and effect after the termination of this Agreement.

Term and Termination

14.1

The Director shall hold office in accordance with the Articles or other constituent documents. Upon removal, resignation or retirement of the Director as a director of the Company in accordance therewith, this Agreement shall terminate with respect to such directorship.

14.2

Without limiting clause 14.1, this Agreement may be terminated:

(a)

by the Company, upon not less than one calendar month’s notice to Paradigm. ln the event of such termination by the Company, the Director will resign as a director of the Company as of the expiration of the notice period or such other date(s) agreed by Paradigm and the Company;

(b)

by Paradigm, upon not less than one calendar month’s notice to the Company. ln the event of such termination by Paradigm, Paradigm shall continue to provide the relevant services for a time period to be agreed with the Company but no later than the expiration of the notice period or such other date(s) agreed by Paradigm and the Company;

(c)

by any party, with immediate effect upon notice to the other parties if another party is in material breach of any of the terms of this Agreement and:

(i)

the breach is not capable of remedy; or

(ii)

the breach is capable of remedy and is not remedied by the breaching party within 7 days of receipt of a notice from another party specifying the breach and requiring its remedy.

14.3

The termination of this Agreement shall be without prejudice to any rights that may have accrued hereunder to any party hereto prior to such termination.

14.4

Upon termination of this Agreement, both Paradigm and the Director shall be entitled to retain copies of all books of account, correspondence and documents in relation to the Company which the Director has created or received in the course of his duties as a director of the Company. ln the event that Paradigm holds any assets belonging to the Company it shall, at the expense of the Company or its liquidator, as the case may be, deliver such assets to the Company, or as it shall direct; provided, however, that Paradigm shall not be required to make any such delivery until paid in full for all of its fees, costs and expenses to it under this Agreement.

Data Protection

15.1

For the purposes of this clause, the terms “controller”, “personal data”, “process” has meanings given to them in the DPL.

15.2

Each party acknowledges and agrees that Paradigm may process personal data concerning: (i) the employees, directors, officers, investors of the Company; or (ii) any other living person in connection with this Agreement (in each case, “Relevant Data”), as described in Paradigm’s privacy Policy available on its website as the same may be amended from time to time.

15.3

Each party acknowledges and agrees that in respect of any Relevant Data, the Company shall be the data controller and Paradigm shall be a data processor for the purposes of the Applicable Data Protection Laws and the DPL.

15.4

Each party shall comply (and ensure that each of its subcontractors complies) with DPL and all Applicable Data Protection Laws in relation to its processing of any Relevant Data.

Waiver of Claims to Trust Account

16.1

Notwithstanding anything contained herein to the contrary, Paradigm and the Director each hereby agree that it and he do not have any right, title, interest or claim of any kind (each a Claim) in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering (the Trust Account), and hereby irrevocably waives any Claim it or he now have or may have in the future as a result of, or arising out of, (i) any services provided to the Company or (ii) any negotiations, contracts or agreements with the Company, in each case whether such Claim arises based on contract, tort, equity or any other theory of legal liability and will not seek recourse against such Trust Account for any reason whatsoever. Accordingly, Paradigm and the Director acknowledge and agree that any payments due under this Agreement, including any indemnification provided hereunder, will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates a Business Combination.

No Partnership

17.1

Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties. The Director shall not be deemed to be an employee of the Company or entitled to employee benefits from the Company.

Successors and Assigns

18.1

This Agreement shall enure to the benefit of, and be binding on, the parties and their respective heirs, executors, administrators, successors and permitted assigns. No party may assign or transfer or purport to assign or transfer, any of its rights or obligations under this Agreement without the prior consent of the other parties.

Illegality and Severance

19.1

If any provision of this Agreement is determined to be illegal, void, invalid or unenforceable under the laws of any jurisdiction:

(a)

the legality, validity and enforceability of the remainder of this Agreement shall not be affected;

(b)

the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected;

(c)

such illegal, void or unenforceable provision shall be deemed to be severable from any other provision of this Agreement; and

(d)

the parties shall negotiate in good faith to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the provision so deleted.

Entire Agreement

20.1

This Agreement sets forth the entire Agreement and understanding between the parties in respect of the subject matter of this Agreement. No variation of this Agreement shall be effective unless signed for or on behalf of both the parties hereto.

Counterparts

21.1

This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original and all the counterparts together shall constitute one and the same instrument.

Waiver, forbearance and variation

22.1

The rights of the parties under this Agreement shall not be prejudiced or restricted by any indulgence or forbearance extended to another party. No waiver by any party in respect of a breach shall operate as a waiver in respect of any subsequent breach.

22.2

This Agreement shall not be varied or cancelled, unless the variation or cancellation is expressly agreed in writing by each party.

Governing Law and Jurisdiction

23.1

This Agreement shall be governed by, and construed in accordance with, the laws of the Cayman Islands.

Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of the Cayman Islands over any claim or matter arising under or in connection with this Agreement.

IN WITNESS WHEREOF the parties (or their duly authorised representatives) have caused this Agreement to be duly executed as at the date first above written.

Signed for and on behalf of

PARADIGM GOVERNANCE PARTNERS LIMITED

/s/ Geoff Ruddick
Signature

Geoff Ruddick
Print name

Director
Title

Signed for and on behalf of
Ahren Acquisition Corp., as the Company

/s/ Elliot Richmond
Signature

Elliot Richmond
Print name

Chief Financial Officer
Title

Signed by
Jonathan Roney, as Director

/s/ Jonathan Roney
Signature

SCHEDULE

Company	Ahren Acquisition Corp.
Director	Jonathan Roney
Annual Fee	· $25,000 per annum (or pro-rata for part thereof); increasing to · $40,000 per annum (or pro-rata for part thereof) post the execution of a Letter of Intent & exclusivity with a target company
Hourly Rate	US $500
Directors & Officers Insurance	· As at the date hereof, the Company has directors & officers insurance in place
Addresses for Notices	Ahren Acquisition Corp. c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Attn: Christopher Oliver Email: christopher.oliver@maples.com Paradigm Paradigm Governance Partners Limited Attention: General Counsel’s Office PO Box 677, Grand Cayman KY1-9006 One Capital Place, 3^rd Floor 136 Shedden Rd Cayman Islands Email: generalcounsel@paradigm.ky Director Jonathan Roney c/o Paradigm Governance Partners Limited PO Box 677, Grand Cayman KY1-9006 One Capital Place, 3^rd Floor 136 Shedden Rd Cayman Islands Email: jroney@paradigm.ky

Exhibit A – Indemnification Agreement

Exhibit 10.2

April 7, 2022

Ahren Acquisition Corp.

Boundary Hall, Cricket Square

Grand Cayman, KY1-1102

Cayman Islands

Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ahren Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 29,999,800 of the Company’s units (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and are listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 9 hereof.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned member of the Company’s board of directors (the “Director”), hereby agrees with the Company as follows

The Director agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, he shall (i) vote any Ordinary Shares (as defined below) owned by him in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by him in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Director agrees that he will not sell or tender any Ordinary Shares owned by it, him or her in connection therewith.

The Director hereby agrees that in the event that the Company fails to consummate a Business Combination before the later of (i) eighteen (18) months from the closing of the Public Offering, or (ii) such later period approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association (as it may be amended from time to time, the “Charter”), the Director shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Class A Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ (as defined below) rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Director agrees to not propose any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the required time period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.

The Director acknowledges that he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by him. The Director hereby further waives, with respect to any Ordinary Shares held by him, if any, any redemption rights he may have in connection with (a) the consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination, or (b) a shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Director and his affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).

During the period commencing on the date of this Letter Agreement and ending 180 days after the effective date of the Underwriting Agreement, the Director shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by him, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by him, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The provisions of this paragraph will not apply to any transfer permitted under paragraph 5(c) hereof or if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

The Director hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by the Director of his obligations under paragraphs 1, 2, 3, 4, 5(a), 5(b), and 7 as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

(a)

The Director agrees that he shall not Transfer any Founder Shares (or any Class A Ordinary Shares issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their shares of Class A Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).

(b)

The Director agrees that he shall not Transfer any Private Placement Warrants (or any Class A Ordinary Shares underlying the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).

(c)

Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants that are held by the Director or any of his permitted transferees (that have complied with this paragraph 5(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

The Director represents and warrants that he has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. The Director’s biographical information furnished to the Company is true and accurate in all respects and does not omit any material information with respect to his background. The Director’s questionnaire furnished to the Company is true and accurate in all respects. The Director represents and warrants that: he is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; he has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding.

Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to the Sponsor for certain office space, utilities, secretarial and administrative support as may be reasonably required by the Company for a total of $10,000 per month; payment of consulting, success or finder fees to our independent directors, members of our advisory board, or their respective affiliates in connection with the consummation of our initial business combination; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

The Director has full right and power, without violating any agreement to which he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and to serve as a director on the board of directors of the Company.

As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Ordinary Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”); (iii) “Founder Shares” shall mean the 7,499,950 Class B Ordinary Shares issued and outstanding; (iv) “Initial Shareholders” shall mean the Sponsor and any director, officer or other person that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 15,249,920 warrants that the Sponsor purchased for an aggregate purchase price of $15,249,920, or $1.00 per warrant, in a private placement that closed simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Sponsor” shall mean AACS LP; (viii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (ix) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

10.

The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such policy or policies, in accordance with its or their terms.

11.

This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

12.

No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Director and his successors, heirs and assigns and permitted transferees.

13.

Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.

14.

This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

15.

This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

16.

This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

17.

Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.

18.

This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company.

[Signature Page Follows]

	Sincerely,

	/s/ Jonathan Roney
	Name: Jonathan Roney

Acknowledged and Agreed:

AHREN ACQUISITION CORP.

By:	/s/ Alice Newcombe-Ellis
	Name: Alice Newcombe-Ellis
	Title: Chief Executive Officer

[Signature Page to Letter Agreement]

Exhibit 99.1

Ahren Acquisition Corp. Announces the Appointment of Jonathan Roney to the Board of Directors

New York, April 7, 2022 (GLOBE NEWSWIRE) – Ahren Acquisition Corp. (Nasdaq: AHRN) (the “Company”) announced the appointment of Jonathan Roney, a fund director at Paradigm Governance Partners, a Cayman Islands governance and fiduciary services provider, as an independent member of its Board of Directors serving as a Class I director with a term expiring at the Company’s first annual general meeting of shareholders. Mr. Roney’s term begins on April 8, 2022.

Mr. Roney acts as a professional independent director for hedge funds, private equity funds and investment management companies. He has acted as a director to Cayman Islands companies for more than 10 years and has more than 20 years of experience in the financial services industry. He has extensive experience and knowledge of fund governance, operations, administration and regulatory risk management.

Mr. Roney is a Professional Director registered pursuant to the Cayman Islands Directors Registration and Licensing Act 2014. He is also a fellow of the Institute of Chartered Accountants in England and Wales, has a bachelor’s degree in Biochemistry from Imperial College, London and is a member of the Cayman Islands Directors Association.

About Ahren Acquisition Corp.

Ahren Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective initial business combination target are initially focused on high growth, domain leading companies fueled by breakthrough deep technology and/or deep science. The Company believes that it is well positioned to pursue initial business combination opportunities within its four domains of interest: Planet & Efficient Energy; Brain & Artificial Intelligence; Genetics & Platform Technologies; and Space, Robotics & Physics.

The Company’s sponsor is AACS LP, which is an affiliate of Ahren LP (“Ahren”). Ahren is an investment fund that seeks to make transformative investments in companies that have the capacity to penetrate large markets within and among the Company’s four domains of interest and on a global stage. Ahren was founded in 2017 by technology and disruptive healthcare investor and Founding & General Partner Alice Newcombe-Ellis, alongside co-founding Science Partners that have founded companies and/or whose inventions and technologies are today valued in excess of $100 billion combined. Alice Newcombe-Ellis acts as the Company’s Chief Executive Officer.

Cautionary Note Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

# # #

CONTACT:

Investor Relations, Ahren Acquisition Corp. info@ahrenacq.com